INTEL CORP — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INTEL CORP (INTC)
CIK: 0000050863
Period of Report: 2018-01-30

Reporting Person: Shenoy Navin (EVP, GM - Data Center Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	483	—	Acquired	20427	Direct
2018-02-01	Common Stock	F	168	$47.96	Disposed	20259	Direct
2018-02-01	Common Stock	M	2004	—	Acquired	22263	Direct
2018-02-01	Common Stock	F	693	$47.96	Disposed	21570	Direct
2018-02-02	Common Stock	S	1311	$47.1198	Disposed	20259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-30	Performance-based Restricted Stock Units	$0	A	115531	Acquired		Common Stock (115531)	Direct
2018-01-30	Restricted Stock Units	$0	A	33414	Acquired		Common Stock (33414)	Direct
2018-02-01	Restricted Stock Units	$0	M	483	Disposed		Common Stock (483)	Direct
2018-02-01	Restricted Stock Units	$0	M	2004	Disposed		Common Stock (2004)	Direct

Footnotes

F1: Shares acquired on the vesting of restricted stock units.

F2: Shares withheld for payment of tax liability.

F3: Transactions reported on this Form 4 were made pursuant to trading instructions adopted by the undersigned on August 10, 2017 that are intended to comply with Rule 10b5-1(c).

F4: This transaction was executed in multiple trades at prices ranging from $46.82 to $47.36. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: Each performance-based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Intel common stock. The number of shares of Intel common stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date, unless that date falls on a date that the NASDAQ Stock Market is closed, in which case the next business date that the NASDAQ Stock Market is open shall apply.

F6: Unless earlier forfeited under the terms of the performance-based RSU, each performance-based RSU vests and converts into no more than 200% of one share of Intel common stock three years and one month after the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

F7: Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.

F8: Unless earlier forfeited under the terms of the RSU, 1/12th of the awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on April 30, 2018. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F9: Unless earlier forfeited under the terms of the RSU, 1/12th of the awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on November 1, 2017. If the quarterly vesting date falls on a non-business date, the next business date shall apply.

F10: Unless earlier forfeited under the terms of the RSU, 1/12th of the awards vest and convert into common stock in twelve substantially equal quarterly tranches, beginning on May 1, 2017. If the quarterly vesting date falls on a non-business date, the next business date shall apply.